OREANDA-NEWS. April 27, 2015. Fitch Ratings has revised the Outlook on Rolta India Limited's (Rolta) Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) to Negative from Stable, and affirmed the IDRs and senior unsecured rating at 'BB-'. Fitch has also affirmed Rolta LLC's 10.75% USD127m notes due 2018 and Rolta Americas LLC's 8.875% USD373m notes due 2019 at 'BB-'. The notes are guaranteed by Rolta.

The Negative Outlook reflects that, due to higher working capital requirements, Rolta's leverage and free cash flow (FCF) will be worse than our previous expectations despite higher forecast EBITDA. The Outlook revision also reflects potential uncertainties about the company's ability to access capital if investors believe allegations set out in a short-seller's report published on 16 April 2015.

The short-seller has raised further questions based on Rolta's reply to accusations contained its original report, and we expect a further response from the company. Our analysis relies on information provided by Rolta, and publicly available information - including the audit report. This includes discussions that we have had, and that are on-going, with management and their auditors with regard to the allegations that have been made.

KEY RATING DRIVERS

Sustained High Leverage: We estimate Rolta's FFO-adjusted leverage of 4.1x-4.2x in the financial year ended 31 March 2015 (FY15) will breach our negative rating guidance of 4.0x mainly due to an increase in receivable days despite EBITDA expansion. We believe that leverage is likely to remain high as an increase in the Indian government defence business is an important element of the company's growth, and it is likely to consume higher working capital and could require pre-investment to bid for new orders.

High Receivable Days: We believe that Rolta's receivable days are likely to remain around 120-130 days (FY15: 120 days) during FY16-17 as the Indian government will account for a greater proportion of revenue (FY15: 20%). During FY15, receivables increased by 50% to INR12bn (USD193m), 92% of which are less than 180 days old. About INR800m of these receivables were paid in April 2015. Most of Rolta's receivables are from either government agencies or U.S.-based multi-national corporates.

Lower Profitability: We forecast FY16 revenue to rise by mid-to-high single digits based on its order book of INR34bn, or 0.9x of its FY15 revenue. FY16-17 operating EBITDAR margin will decline to around 30% (FY15: 34.7%) as the company will expense a greater proportion of its development expenditure. We estimate FY15 operating EBITDAR increased by 13% to INR12.7bn mainly because Rolta used a higher proportion of its own products rather than from partners' to serve customers.

Rolta's FY18 EBITDA will increase significantly if it executes the Indian defence ministry's battlefield management system (BMS) order in partnership with state-owned Bharat Electronics Limited (BEL). The government pre-selected the Rolta-BEL team and another consortium to develop a prototype during 2015-16, based on which the USD8bn order will be distributed between two consortia.

Minimal FCF: We believe that Rolta's FCF will be minimal during FY16-17 given flat EBITDA, high receivables and high interest cost. We forecast that Rolta's FY16 cash flow from operations of INR5bn-5.5bn will be just sufficient to fund its capex of IDR4.5bn-5bn and dividends of around IDR450m-500m. FY16-17 capex/revenue is likely to remain around 12%-13% (FY15: 13.2%) as it invests in developing prototypes for the Indian BMS systems and other regular IT orders. Rolta pays about 20% of its net income in dividends.

Liquidity and Capital Access: We believe that the short-seller report may affect Rolta's ability to access funds in the short term. However, Rolta has adequate liquidity with its cash balance of INR6bn covering the short-term debt maturities of INR3.6bn, which are mostly bank loans. Rolta's USD127m and USD373m bonds are due only in 2018 and 2019 respectively. It exchanged USD73m of its notes originally due in 2018 to 2019 notes.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case include:
-Revenue to rise by mid-to-high single digit percentage in FY16 on a growing order book.
-Operating EBITDAR margin to trend down to 30% (FY15:34.7%)
- Minimal FCF as CFO of INR5bn-5.5bn in FY16 may be just sufficient to fund capex of IDR4.5bn-5bn and dividends around IDR450m-500m.
-Capex/revenue to remain around 12%-13% (FY15:13.2%)

RATING SENSITIVITIES

Negative: Future developments that may, individually or collectively, lead to downgrade to 'B+'
- CFO-adjusted leverage remaining above 5.0x (FY15: 6.6x) (Fitch has changed the guideline from FFO-adjusted net leverage of over 4.0x, to reflect that cash consumed in working capital is an important credit factor.)
- Negative FCF in FY16 and/or beyond.

Positive: Future developments that may, individually or collectively, lead to revision of the Outlook to Stable from Negative
- CFO-adjusted leverage improves to below 5.0x (FY15: 6.6x)